United States securities and exchange commission logo
October 14, 2021
John Dowd
Chief Executive Officer
GoGreen Investments Corp
1021 Main St., Suite #1960
Houston, TX 77002
Re: GoGreen Investments
Corp
Amendment No. 3 to
Registration Statement on Form S-1
Filed October 14,
2021
File No. 333-256781
Dear Mr. Dowd:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 13, 2021 letter.
Amendment No. 3 to Form S-1 Filed October 14, 2021
Since holders of our founder shares and placement units will lose their
entire investment in us...,
page 53
1. We note your response
to prior comment 1, including your revised disclosure that your
sponsor or its
affiliates or designees may not have extension loans paid back as you may
not have sufficient
funds left outside of the trust account if your initial business
combination is not
completed. We also note that you have added a footnote to your table
in your Use of Proceeds
section to indicate that the use of the proceeds held outside the
trust account does not
include any amounts that may be used for repayment of the
extension loans (if
any). If you believe that you may have sufficient funds left outside of
the trust account to
repay any such extension loans if your initial business combination is
John Dowd
GoGreen Investments Corp
October 14, 2021
Page 2
not completed, please revise to clarify the anticipated source of such
funds. In the
alternative, if you do not believe that you will have sufficient funds
to repay such loans,
please revise your disclosure to clarify your statement that you "may
not" have sufficient
funds left outside of the trust account.
Our amended and restated memorandum and articles of association provide that
the courts of the
Cayman Islands will be the exclusive..., page 63
2. We note your response to prior comment 2, and reissue such comment. Your
disclosure
that the forum selection provision in your amended and restated
memorandum and articles
of association will not apply to actions or suits brought to enforce any
liability or duty
created by the Securities Act does not appear to be consistent with the
exclusive forum
provision in your form of amended and restated memorandum and articles
of association
filed as Exhibit 3.2, which selects the federal courts of the United
States for such claims.
In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty
or liability created by
the Securities Act or the rules and regulations thereunder. Please
revise to ensure that
your disclosure is consistent with the exclusive forum provision in your
form of amended
and restated memorandum and articles of association.
You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Gus
Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameJohn Dowd
Division of
Corporation Finance
Comapany NameGoGreen Investments Corp
Office of Energy
& Transportation
October 14, 2021 Page 2
cc: Stuart Neuhauser
FirstName LastName